LL Lucky Games
NOTICE TO THE ANNUAL GENERAL MEETING 2024 OF LL LUCKY GAMES AB (PUBL)
The shareholders of LL Lucky Games AB (publ), reg. no. 559214-3316, (the "Company") are hereby invited to the Annual General Meeting to be held on 28 June 2024 at 10:00 a.m. at Advokatfirman Delphi, Mäster Samuelsgatan 17, 111 84 Stockholm.
Right to attend the Annual General Meeting etc.
Shareholders who wish to attend the AGM must
- be entered in the share register maintained by Euroclear Sweden AB on 19 June 2024,
- register with the Company no later than 20 June 2024.
In addition to registering with the Company for participation, shareholders whose shares are registered in the name of a nominee through a bank or securities institution must, through the nominee, register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the Annual General Meeting. Such registration, which may be temporary, must be effected with Euroclear Sweden AB no later than 19 June 2024, which means that the shareholder must inform the nominee well in advance of this date. Voting rights registrations made by the nominee no later than June 24, 2024, will be taken into account in the preparation of the share register. Shareholders may attend the Annual General Meeting in person or by authorised proxy and may be accompanied by a maximum of two assistants.
Notification and registration
Notification of attendance at the Annual General Meeting can be made by post to LL Lucky Games AB (publ), Östermalmstorg 1, 114 42 Stockholm or by e-mail to info@ladyluckgames.io. When giving notice of attendance, shareholders must state their name, personal or corporate identity number, postal address, daytime telephone number and shareholding, as well as details of any advisors and proxies. Shareholders may bring a maximum of two assistants. Proxies must submit the relevant authorisation documents before the AGM. Proxy forms are available on the Company's website, www.ladyluckgames.io, and will be sent by post to shareholders who contact the Company and provide their address.
Ombudsmen
If participation is by proxy, the proxy should be sent to LL Lucky Games AB (publ), Östermalmstorg 1, SE-114 42 Stockholm, Sweden, or by e-mail to info@ladyluckgames.io well in advance of the Annual General Meeting. Proxy forms for shareholders who wish to participate in the Annual General Meeting by proxy are available on the Company's website (www.ladyluckgames.io) and will be provided to shareholders upon request.
Proposal for the agenda
1. Election of the chairperson;
2. Drawing up and approval of the voting list;
3. Election of one or two persons to approve the minutes;
4. Examination of whether the Annual General Meeting has been duly convened;
5. Approval of the agenda;
6. Presentation of the annual accounts and the auditors' report, as well as the consolidated accounts and the consolidated auditors' report;
7. Decision on
a) adoption of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet;
b) the appropriation of the company's profit or loss as shown in the adopted balance sheet;
c) discharge from liability the members of the Board of Directors and the Managing Director;
8. Determination of the remuneration of the Board of Directors and the auditors;
9. Election of the Board of Directors and of the auditor;
10. Appointment of the nomination committee;
11. Decision to change the name of a company;
12. Decision to amend the articles of association;
13. Closure of the Annual General Meeting.
Proposal for a decision
Item 1 - Proposal for the election of the Chairman
The Nomination Committee has proposed that Sandra Broneus, attorney-at-law, be elected Chairman of the Annual General Meeting, or in her absence, the person designated by the Board of Directors.
Item 7.b - Proposal for resolution on the appropriation of the company's profit or loss according to the adopted balance sheet
The Board of Directors has proposed that no dividend be paid and that all funds available to the Annual General Meeting be carried forward.
Item 8 - Proposal for determination of fees to the Board of Directors and auditors
The Nomination Committee proposes that the fee to the Chairman of the Board shall be SEK 240,000 and that the fee to the other members elected by the Annual General Meeting who are not employed by the Company shall be SEK 120,000 each.
Fees to the auditor are proposed to be paid according to approved invoice.
Item 9 - Proposals for election of the Board of Directors and of the auditor
The Nomination Committee will announce its proposals for Board members in good time before the Annual General Meeting. The proposals, together with descriptions of the proposed members, will then be available on the Company's website.
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, re-election of the registered auditing firm Deloitte AB, with Zlatko Mehinagic as auditor in charge.
Item 10 - Proposal for resolution on appointment of nomination committee
The Nomination Committee has proposed that the Nomination Committee shall consist of three (3) members for the period until a general meeting decides otherwise. The Nomination Committee has further proposed that the three members shall be Yi Ning Ko, Calvin Lim Eng Kiat and Gary Lee Seaton.
Item 11 - Proposal to change the name of the company
The Board of Directors has proposed that the Annual General Meeting resolves to change the company name to Embark Group AB (publ). The board of directors proposes to amend the articles of association in accordance with below. This resolution shall be conditional upon the name change being approved by the Swedish Companies Registration Office, otherwise the current company name shall remain.
Current wording
"§ 1 The company's name is LL Lucky Games AB (publ)."
Proposed wording
"§ 1 The company's name is Embark Group AB (publ)."
Item 12 - Proposal to amend the Articles of Association
The board of directors has proposed that the articles of association, in accordance with Chapter 7, sections 4 and 4a of the Swedish Companies Act 4 and 4a §§ of the Swedish Companies Act, that the board of directors may decide to collect proxies prior to a general meeting and decide that the shareholders shall be able to exercise their voting rights by post prior to the general meeting. The Board of Directors has also proposed that the Board of Directors may decide that the general meeting shall be held digitally. The Board of Directors has therefore proposed to introduce new items 11 and 12 in accordance with below and that the numbering of the Articles of Association shall be changed accordingly.
Proposed wording
"§ 11 The Board of Directors may collect proxies in accordance with the procedure set out in Chapter 7. 4, second paragraph of the Companies Act.
The board of directors may decide before a general meeting that shareholders shall be able to exercise their voting rights by post before the general meeting in accordance with the provisions of Chapter 7, Section 4a of the Swedish Companies Act. 4 a § of the Companies Act.
§ 12 The Board of Directors may decide that the General Meeting shall be held digitally in accordance with Chapter 7, Section 15 of the Companies Act."
The Board of Directors, the Executive Director, or the person designated by the Board of Directors, shall be authorised to make such minor adjustments to the decision as may appear necessary for its registration.
Majority requirement
Resolutions under items 11 and 12 of the agenda must be supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.
Available documents
Accounting documents and the auditor's report for the financial year 2023 and other required documents including, inter alia, proxy forms will be made available at least three weeks prior to the Annual General Meeting on the Company's website (www.ladyluckgames.io) and at the Company, LL Lucky Games AB (publ), Östermalmstorg 1, SE-114 42 Stockholm, Sweden. Copies of these documents will be sent free of charge to shareholders who so request and who provide their postal address. The required documents will also be presented at the Annual General Meeting.
Information at the General Meeting
The board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the annual general meeting on circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation.
Number of shares and votes
At the time of issue of the notice, the total number of shares in the company amounts to 286,647,906. The total number of votes amounts to 286,647,906.
Processing of personal data
For information on how personal data is processed in connection with the Annual General Meeting, please refer to the privacy policy available on Euroclear Sweden AB's website (https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf).
______________________
Stockholm in May 2024
LL Lucky Games AB (publ)
The Board of Directors
Datum | 2024-05-27, kl 17:45 |
Källa | MFN |
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